JNL/BLACKROCK GLOBAL ALLOCATION FUND LTD.
AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT was effective as of the 10th day of June, 2011, and is
Amended and Restated effective as of the 1st day of December, 2012, by and
between XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability
company and registered investment adviser ("Adviser"), and BLACKROCK INVESTMENT
MANAGEMENT, LLC, a Delaware limited liability company and registered investment
adviser ("Sub-Adviser").
WHEREAS, Adviser is the investment manager for the JNL/BlackRock Global
Allocation Fund ("Fund") a series of the JNL Series Trust (the "Trust"), an
open-end management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act");
WHEREAS, the Adviser represents that it has entered into an Investment
Advisory and Management Agreement dated as of January 31, 2001, amended on
August 29, 2011 to add the Fund, Amended and Restated as of the 28th day of
February, 2012, and further Amended and Restated as of the 1st day of December,
2012 ("Management Agreement"), with the Trust;
WHEREAS, the Adviser and Sub-Adviser are contemporaneously entering into
an amended and restated investment sub-advisory agreement with respect to
sub-advisory services to the Fund ("Fund Sub-Advisory Agreement");
WHEREAS, JNL/BlackRock Global Allocation Fund Ltd. (the "Company") is a
wholly owned subsidiary of the Fund;
WHEREAS, the Adviser represents that it has entered into an Investment
Advisory and Management Agreement dated as of June 10, 2011 with the Company;
and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Company for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment
and agrees to furnish the services herein set forth for the compensation
herein provided.
2. DELIVERY OF DOCUMENTS. Adviser has or will furnish Sub-Adviser with copies
properly certified or authenticated of each of the following prior to the
commencement of the Sub-Adviser's services:
a) The Company's Memorandum of Association and Articles of Association,
and all amendments thereto or restatements thereof (such Memorandum
and Articles as presently in effect and as it shall from time to
time be amended or restated, is herein called the "Memorandum of
Association");
b) Resolutions of the Board of Directors of the Company (the "Board of
Directors") authorizing the appointment of Sub-Adviser and approving
this Agreement; and
c) Adviser will furnish the Sub-Adviser with copies of all amendments
of or supplements to the foregoing within a reasonable time before
they become effective. Any amendments or supplements that impact the
management of the Company will not be deemed effective with respect
to the Sub-Adviser until the Sub-Adviser's approval thereof.
3. MANAGEMENT. Subject always to the supervision of the Adviser, who in turn
is subject to the supervision of the Board of Directors, Sub-Adviser will
furnish an investment program in respect of, make investment decisions for
all assets of the Company and place all orders for the purchase and sale
of securities including foreign or domestic securities or property
(including commodities and commodities-related instruments, financial
futures and options of any type), all on behalf of the Company. In the
performance of its duties, Sub-Adviser will monitor the Company's
investments, and will comply with the provisions of the Memorandum of
Association, as amended from time to time, and make investment decisions
in conformity with the stated investment objectives, policies and
restrictions of the Company, which may be amended from time to time.
Sub-Adviser and Adviser will each make its officers and employees
available to the other from time to time at reasonable times to review
investment policies of the Company and to consult with each other
regarding the investment affairs of the Company. Sub-Adviser will report
to the Board of Directors and to Adviser with respect to the
implementation of such program.
The Sub-Adviser further agrees that it:
a) Will use the same skill and care in providing such services as it
uses in providing services to its other client mandates for which it
has investment responsibilities;
b) Act in strict conformity to Cayman Islands law, the 1940 Act, the
Investment Advisers Act of 1940, as amended ("Advisers Act"), and
the Securities Exchange Act of 1934, as amended ("1934 Act") and
will comply with all applicable Rules and Regulations of the SEC in
all material respects and in addition will conduct its activities
under this Agreement in accordance with any applicable regulations
of any governmental authority pertaining to its investment advisory
activities, including but not limited to compliance with Rule 38a-1
under the 1940 Act and Rule 206(4)-7 under the Advisers Act;
c) Will report regularly to Adviser and to the Board of Directors, and
periodically to the Trust's Board of Trustees (the "Board of
Trustees"), as reasonably agreed between the Adviser and Sub-Adviser
and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser, the Board of Directors,
and the Board of Trustees at reasonable times agreed to by the
Adviser and Sub-Adviser, the management of the Company, including,
without limitation, review of the general investment strategies of
the Company, the performance of the Company in relation to the
specified benchmarks and will provide various other reports from
time to time as reasonably requested by Adviser;
d) Will prepare and maintain such books and records with respect to the
Company's securities transactions in accordance with applicable law,
and will furnish Adviser
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and Board of Directors such periodic and special reports as the
Adviser may reasonably request;
e) Will act upon reasonable instructions from Adviser not inconsistent
with the fiduciary duties and investment objectives hereunder;
f) Will treat confidentially and as proprietary information of Company
all such records and other information relative to the Company
maintained by the Sub-Adviser, and will not use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Company, which
approval shall not be unreasonably withheld and may not be withheld
where the Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by
Company, provided, however, that notwithstanding the foregoing,
Sub-Adviser may disclose such information as required by applicable
law, regulation or upon request by a regulator or auditor of
Sub-Adviser;
g) Will vote proxies received in connection with securities held by the
Company consistent with its fiduciary duties hereunder; and
h) Will provide investment research and evaluation of the Company's
investments and provide statistical information the Adviser may
reasonably request with regard to existing or potential securities
holdings.
The Adviser and the Sub-Adviser each further agree that:
a) to the extent that the Commodity Exchange Act, as amended ("CEA"),
and the then-current Commodity Futures Trading Commission ("CFTC")
regulations require (i) registration by either party as a Commodity
Pool Operator or Commodity Trading Advisor, (ii) specific
disclosure, or as applicable to it (iii) filing of reports and other
documents, each shall comply with such requirements;
b) Sub-Adviser shall comply with all applicable requirements of the CEA
and then-current CFTC regulations that apply to Sub-Adviser with
regard to the Company; and
c) Sub-Adviser shall take reasonable steps to cooperate with the
Adviser in assisting the Adviser in fulfilling any disclosure or
reporting requirements applicable to the Company under the CEA
and/or then-current CFTC regulations.
4. CUSTODY OF ASSETS. Sub-Adviser shall at no time have the right to
physically possess the assets of the Company or have the assets registered
in its own name or the name of its nominee, nor shall Sub-Adviser in any
manner acquire or become possessed of any income, whether in kind or cash,
or proceeds, whether in kind or cash, distributable by reason of selling,
holding or controlling such assets of the Company. In accordance with the
preceding sentence, Sub-Adviser shall have no responsibility with respect
to the collection of income, physical acquisition or the safekeeping of
the assets of the Company. All such duties of collection, physical
acquisition and safekeeping shall be the sole obligation of the custodian.
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5. BROKERAGE AND TRANSACTIONS.
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The Sub-Adviser is responsible for decisions to buy and sell securities
for the Company, broker-dealer selection, and negotiation of brokerage
commission rates. Sub-Adviser shall have the express authority to
negotiate, open, continue and terminate brokerage accounts and other
brokerage arrangements with respect to all portfolio transactions entered
into by Sub-Adviser on behalf of the Company. Sub-Adviser will provide
copies of brokerage agreements and other documents to establish, operate
and conduct all brokerage and other trading accounts entered into by the
Company to the Adviser. It is the Sub-Adviser's general policy in
selecting a broker to effect a particular transaction to seek to obtain
"best execution", which means prompt and efficient execution of the
transaction at the best obtainable price with payment of commissions which
are reasonable in relation to the value of the brokerage services provided
by the broker.
Consistent with this policy, the Sub-Adviser, in selecting broker-dealers
and negotiating commission rates, will take all relevant factors into
consideration, including, but not limited to: the best price available;
the reliability, integrity and financial condition of the broker-dealer;
the size of and difficulty in executing the order; the broker's execution
capabilities and any research provided by the broker that aids the
Sub-Adviser's investment decision-making process; and the value of the
expected contribution of the broker-dealer to the investment performance
of the Company on a continuing basis. Subject to such policies and
procedures and other written instructions as the Adviser or the Board of
Directors may adopt, the Sub-Adviser shall have discretion to effect
investment transactions through broker-dealers (including, to the extent
permissible under applicable law, broker-dealer affiliates) who provide
brokerage and/or research services, as such services are defined in
section 28(e) of the 1934 Act, and to cause the Company to pay any such
broker-dealers an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction, if the
Sub-Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage or research services
provided by such broker-dealer, viewed in terms of either that particular
investment transaction or the Sub-Adviser's overall responsibilities with
respect to the Company and other accounts to which the Sub-Adviser
exercises investment discretion (as such term is defined in section
3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser
on behalf of the Company to such broker-dealers shall be in such amounts
and proportions as the Sub-Adviser shall determine in good faith in
conformity with its responsibilities under applicable laws, rules and
regulations. The Sub-Adviser will submit reports on brokerage placements
to the Adviser as reasonably requested by the Adviser, in such form as may
be mutually agreed to by the parties hereto, indicating the broker-dealers
to whom such allocations have been made and the basis therefore.
With respect to any investments, including but not limited to repurchase
and reverse repurchase agreements, derivatives contracts, futures
contracts, International Swaps and Derivatives Association, Inc. ("ISDA")
Master Agreements, and options on futures contracts ("futures"), which
Sub-Adviser is hereby authorized to make so long as such investments are
consistent with the investment objective and strategies of the Company and
the Fund, as outlined in the Registration Statement for the Trust, the
Adviser hereby authorizes and directs the Sub-Adviser to do and perform
every act and thing whatsoever necessary or incidental in performing its
duties and obligations under this Agreement
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including, but not limited to, executing as agent of the Adviser, on
behalf of the Company, brokerage agreements and other documents to
establish, operate and conduct all brokerage and other trading accounts,
and executing as agent of the Adviser, on behalf of the Company, such
agreements and other documentation as may be required for the purchase or
sale, assignment, transfer and ownership of any permitted investment,
including limited partnership agreements, repurchase and derivative master
agreements, including any schedules and annexes to such agreements,
releases, consents, elections and confirmations.
6. EXPENSES. The Sub-Adviser shall bear all expenses incurred by it in
connection with the performance of its services under this Agreement. The
Company will bear the costs of other expenses to be incurred in its
operations, as agreed to by the Company, the Fund and the Adviser.
7. COMPENSATION. For the services provided and the expenses assumed pursuant
to this Agreement, for sub-advisory services to the Company and as
sub-adviser to the Fund the Adviser to the Fund will pay and the
Sub-Adviser agrees to accept as full compensation therefore, a single
sub-advisory fee accrued daily and payable monthly on the average daily
net assets in the Fund in accordance with Schedule B of the Fund
Sub-Advisory Agreement. Thus, no separate compensation shall be payable
under this Agreement.
8. SERVICES TO OTHERS. Adviser understands, and has advised the Board of
Directors, that Sub-Adviser now acts, or may in the future act, as an
investment adviser or sub- adviser to other investment companies or
accounts. Adviser has no objection to Sub-Adviser acting in such
capacities, provided that whenever the Company and one or more other
investment advisory clients of Sub-Adviser have available funds for
investment, investments suitable and appropriate for each will be
allocated in a manner believed by Sub-Adviser to be equitable to each.
Sub-Adviser may group orders for the Company with orders for other funds
and accounts to obtain the efficiencies that may be available on larger
transactions when it determines that investment decisions are appropriate
for each participating account. Sub-Adviser cannot assure that such policy
will not adversely affect the price paid or received by the Company.
Adviser recognizes, and has advised the Board of Directors, that in some
cases this procedure may adversely affect the size and the opportunities
of the position that the Company may obtain in a particular security. In
addition, Adviser understands, and has advised the Board of Directors,
that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties
under this Agreement will not devote their full time to such service and
nothing contained in this Agreement will be deemed to limit or restrict
the right of Sub-Adviser or any of its affiliates to engage in and devote
time and attention to other businesses or to render services of whatever
kind or nature.
9. LIMITATION OF LIABILITY. Sub-Adviser, its officers, directors, employees,
agents or affiliates will not be subject to any liability to the Adviser
or the Company or its directors, officers, employees, agents or affiliates
for any error of judgment or mistake of law or for any loss suffered by
the Company, any shareholder of the Company or the Adviser either in
connection with the performance of Sub-Adviser's duties under this
Agreement or its failure to perform due to events beyond the reasonable
control of the Sub-Adviser or its agents, except for a loss resulting from
Sub-Adviser's willful misfeasance, or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations
and duties under this Agreement. Cayman Islands, and United States' State
and Federal securities laws may impose liabilities under certain
circumstances on persons who act in
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good faith, and therefore nothing herein shall in any way constitute a
waiver or limitation of any right which Adviser may have under any
applicable laws.
10. INDEMNIFICATION. Adviser and the Sub-Adviser each agree to indemnify the
other party (and each such party's affiliates, employees, directors and
officers) against any claim, damages, loss or liability (including
reasonable attorneys' fees) arising out of any third party claims brought
against an indemnified party that are found to constitute willful
misfeasance or gross negligence on the part of the indemnifying party.
11. DURATION AND TERMINATION. This Agreement will become effective as to the
Company upon execution or, if later, on the date that initial capital for
the Company is first provided to it and, unless sooner terminated as
provided herein, will continue in effect for two years from the date of
its execution. Thereafter, if not terminated, this Agreement will continue
in effect for successive periods of 12 months, provided that such
continuation is specifically approved at least annually by the Board of
Directors. Notwithstanding the foregoing, this Agreement may be terminated
at any time, without the payment of any penalty, on sixty days' written
notice by the Adviser, or on sixty days' written notice by the
Sub-Adviser. This Agreement will immediately terminate in the event of its
assignment. Sections 9, 10, and 13 herein shall survive the termination of
this Agreement.
12. ACKNOWLEDGEMENTS OF ADVISER. Adviser acknowledges and agrees that:
If the Sub-Adviser is registered as a Commodity Trading Advisor under the
CEA, the Adviser consents to the Sub-Adviser's compliance with the
alternative disclosure and recordkeeping standards available to exempt
accounts under CFTC Rule 4.7 with respect to a Fund's trading in commodity
interests, provided that the Sub-Adviser has duly filed a notice of claim
for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable
steps to cooperate with the Sub-Adviser in connection with establishing
and maintaining such exemption under Rule 4.7, including, upon request,
confirming whether a Fund is a "qualified eligible person" as defined in
Rule 4.7.
13. CONFIDENTIAL TREATMENT. It is understood that any information or
recommendation supplied by, or produced by, Sub-Adviser in connection with
the performance of its obligations hereunder is to be regarded as
confidential and for use only by the Adviser and the Company. Furthermore,
except as required by law, or as agreed to by the Adviser and Sub-Adviser,
the Adviser and Company will not disclose any list of securities held by
the Company except as provided for in the policies and procedures of the
Fund as described in the current Statement of Additional Information of
the Trust.
14. ENTIRE AGREEMENT; AMENDMENT OF THIS AGREEMENT. This Agreement constitutes
the entire agreement between the parties with respect to the Company. No
provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or
termination is sought.
15. NOTICE. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address
as designated herein.
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a) TO ADVISER:
Xxxxxxx National Life Insurance Company
0 Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
Attn: Legal Department - Contracts Administrator
b) TO SUB-ADVISER:
BlackRock Investment Management, LLC
0 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
16. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect. If any provision
of this Agreement is held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement will be binding upon
and shall inure to the benefit of the parties hereto.
17. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois.
18. COUNTERPART SIGNATURES. This Agreement may be executed in several
counterparts, including via facsimile, each of which shall be deemed an
original for all purposes, including judicial proof of the terms hereof,
and all of which together shall constitute and be deemed one and the same
agreement.
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IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 31 day of December, 2012, effective December
1, 2012.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: President and Chief Executive Officer
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BLACKROCK INVESTMENT MANAGEMENT, LLC
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Managing Director
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